Kingdom Hearts Three
by TheLittlePoppa
Summary: Maleficent and Xehanort create an army of evil Keyblade masters to conquer the world, and it's up to Sora, Donald, Goofy, Riku, Kairi, and Mickey to stop them. Worlds include Wreck it Wralph, Frozen, Brave, Star Wars, Avengers, and more!
1. The Keyblades of Darkness

"I do hope you're not wasting my time, Xehanort." The evil witch snarled into the empty room. Maleficent scanned the room. Her dark ally was nowhere to be seen. Maleficent growled and tightened her grip on her staff. She looked to a corner as a portal of darkness opened there. Out of the portal emerged a man in a long black cloak.

"You're late." Maleficent snapped. Xehanort chuckled and lifted his hood, revealing his dark skin and horrible yellow eyes, seething with darkness.

"My dear Maleficent, I believe you are early. As you know, I am nothing if not punctual." He said. Maleficent waved her hand to dismiss the matter.

"To the point at hand. Our plans for domination." Maleficent said. Xehanort smiled evilly. He snapped his fingers as twelve shadow Heartless appeared at his feet.

"This is all that we'll need, m'lady." Xehanort grinned. Maleficent's facial expression hardened. She blinked twice.

"With all due respect, Xehanort, I hardly believe that twelve shadows will be able to conquer all of the worlds." She said. Xehanort chuckled.

"Oh, I had a feeling you would doubt me. Tell me…" Xehanort reached into his pocket and pulled something out. "Do you recognize this?" The item was attached to a chain. It was a golden sphere, with two smaller spheres on either side of it. It vaguely resembled a head. A mouse's head…

"The chain from the Keyblade… but how?" Maleficent said. Xehanort put the chain back in his pocket. He smiled.

"As you may recall, I recently had an encounter with the Keyblade wielders. With that foolish king using his "Star Seeker" Keyblade, I was able to grab the chain to the Keyblade of darkness."

"An impressive feat, I'll admit." Maleficent said with a frown. "But how will it be any use to us in this situation?"

Xehanort snapped his fingers and a large black cauldron appeared in front of him. He dropped the key chain in the boiling cauldron, causing a bright yellow light to emit from it. He then pointed to the cauldron and all of the shadow Heartless climbed in without hesitation. This caused a pool of darkness to surround the cauldron, mixing with the bright light.

The cauldron began to bubble as the light and the dark started to circle around one another, until they were finally intertwined in a tornado of light and dark. The cauldron exploded and debris flew everywhere.

Maleficent stuck her hand out in front of her and created a shield of green fire to block the debris. When the dust cleared, Maleficent bellowed in rage.

"ARE YOU MAD?! YOU ALMOST GOT ME KILLED!" she screeched. Her anger subsided when she saw what had emerged from within the cauldron. An exact replica of Sora, the Keyblade wielding brat that had caused her so much misery over the years. This Sora, however, was the same color of a shadow heartless. With glowing yellow eyes and a Keyblade made of darkness.

Standing next to it was a Heartless version of Riku, the boy who had once been her ally but betrayed her. Then there was Kairi, one of the seven princesses of heart who somehow gained a Keyblade through her journey. There was also Mickey, the ruler of Disney Castle and the greatest Keyblade master of all time. There was Roxas, Sora's nobody who could also wield a Keyblade. Master Yen Sid, a Keyblade master and King Mickey's mentor. Next to them stood three teenagers who seemed familiar to her.

Then it hit her: these were the three children that had interfered with her plans twelve years ago: Terra, Aqua, and Ventus. There was also Lea, the formerly known as Axel. He had gained his own Keyblade after becoming whole again. There was Xion, an imperfect copy of Sora. Master Eraquas, a former Keyblade master who had turned to the dark side.

"With the power of the Keyblade, I have created heartless versions of every Keyblade wielder that ever lived. Now… do you still think I'm mad?" Xehanort asked. Maleficent laughed evilly.

"Yes. Mad enough to come up with the ultimate plan." Maleficent said. "Well done, Xehanort."


	2. Beginning the Mark of Mastery

"Master Yen Sid." Sora bowed at the old wizard's feet. Yen Sid had called the young boy for an emergency meeting, along with Kairi. Riku and King Mickey were already there, as they were Keyblade masters.

"Please, sit. I have disturbing news." Yen Sid said. Sora and Kairi sat down in a love seat, eagerly waiting for what information Yen Sid had for them.

"Is it Xehanort?" Kairi asked. Mickey nodded.

"He's teamed up with Maleficent. We've heard he's creating an army of some sort." Mickey said. Sora sighed.

"When is that witch going to give up? She should know by now that she's never going to win." He said. Kairi nodded in agreement.

"Do you know what kind of army they're trying to build?" Riku asked. Yen Sid shook his head.

"Our best men have been trying to figure that out, but even their powers are not strong enough. Unfortunately, even the power of the force is not enough…." Yen Sid said.

"Hold on, what's the force?" Riku asked. Yen Sid waved his hand to dismiss the matter.

"I doesn't matter. We've located the worlds in which they plan to attack. Your mission is to travel to those worlds and destroy whatever Xehanort has planned." Riku said.

"Will Donald and Goofy be there?" Sora asked. Mickey shook his head sadly. He sighed.

"Sora, I know that Donald and Goofy are very good friends of yours, but this mission is a chance for you and Kairi to prove yourselves worthy of being Keyblade masters. You two need to do this by yourselves. We'll give you the coordinates to the worlds, but that's it."

Sora and Kairi gasped. Sora opened his mouth as if to argue, but Kairi put her hand on his leg, telling him to let her handle this.

"Your Majesty, Riku completed his mark of mastery exam even though he had help, didn't he? His dream eaters were there by his side the whole time. They were like his own Donald and Goofy." Kairi said. Mickey thought about this for a second. Riku spoke up.

"My dream eaters were not human beings. They were spirits that I created through his own abilities. They don't count." He said. Kairi growled and crossed her arms. Sora patted her back, silently telling her she did her best. Sora thought it was cute how Kairi made her adorable little pouty face whenever she got upset.

"At dawn tomorrow, I will provide you with the coordinate to your first destination, along with your own Gummi ship. And that is all the help you will get from us. Is that understood?" Yen Sid said. Sora held out his hand, and in a flash of white light, his _Kingdom Key_ Keyblade appeared in his hand.

"I know the Keyblade didn't choose me. It's only because of Ven's heart that I'm able to weild it." Sora said. Another flash of light and it was gone. "This is my chance to prove that I'm worthy to have the Keyblade. If it means not having Donald and Goofy there with me… then I'll just have to deal with it."

Kairi held out her hand as her _Destiny's Embrace _Keyblade appeared. "I'm with Sora. I wasn't ready to take the mark of mastery exam last time… but now I'm ready." She said. Yen Sid smiled.

"Very Good. I shall see you two tomorrow at dawn." He said. Sora raised his hand. Yen Sid gestured for him to go on.

"Umm… can we make it noon instead of dawn? Because you know, I kinda have this sleeping schedule…" Sora said. Kairi punched him in the arm, "Oww." He complained. Yen Sid sighed and shook his head.

"7:30." Yen Sid said.

"8:00." Sora counter proposed.

"Do you want to make it 6:30?!" Yen Sid yelled. Sora recoiled and then bowed.

"N… no, Master Yen Sid."

THE NEXT DAY AT 7:29 AM

Sora walked out onto the beach, looking like a zombie, and feeling like one at that. He wiped some drool of his face as he met Kairi at the shore. As always, she looked gorgeous, with her red hair reflecting in the sunlight. She didn't look at all like a zombie. Kairi looked over to him and waved. "Hey, Sora." She said.

Sora suddenly snapped back into reality as he heard Kairi talking to him. Sora immediately stood up straight, wiped the drool off of his face, brushed his clothes off, and put on his most charming smile. (Well it was charming to him, anyway.)

He leaned against a tree. "Hey Kairi." He said. Two seconds later, Sora fell face first into the sand. He got up quickly and his Keyblade appeared in his hand. "Damn tree!" he yelled as he struck the tree with the Keyblade as hard as he could, only having it bounce off, doing no damage except for a coconut falling from one of the branches.

"Okay Keyblade, you can kill thousands of shadow demons and Disney villains, but you can't cut down a stupid tree?" Sora said. He sighed and then realized that Kairi had just watched the whole thing and was trying very hard not to laugh. Sora blushed and put his Keyblade away.

"Looks like someone's a little grumpy he has to wake up at 7:30." Kairi giggled. Sora chuckled and smiled. Sora had a _HUGE_ crush on Kairi, in case that wasn't clear. He had ever since he was a little kid. He knew that Kairi didn't like him back, so he always had tried to avoid making moves on her as much as possible.

What Sora didn't know was that Kairi liked him too. He had a little crush on him until they were fourteen, when Sora had sacrificed his own heart in order to set her free. (_Author's note: If you don't know what I'm talking about here, you don't know enough about Kingdom Hearts to be reading this fanfic, as it was in the very first game.) _After that, Kairi immediately fell in love with him after witnessing his compassion and bravery. She knew completely well that Sora liked her, she was just waiting for him to make the first move. They problem was, now they were 16, and Sora still hadn't asked her out. It was becoming tedious.

Sora looked into Kairi's beautiful sky-blue eyes and immediately felt nervous. Sora decided that he had waited too long. He decided to make a move and ask Kairi on a date. Sure, with a girl like her his chances were about a jillion to one, but two years of the friend zone was definitely enough.

"Hey, Kairi?" Sora said nervously.

"Yes?" said Kairi, hopefully. Hearing Kairi's voice made Sora even more nervous, making him bite his lip. He took a deep breath. It was time. He opened his mouth, but at that extremely inconvenient moment, Yen Sid's Gummi ship had arrived.

"Crap." Sora said to himself under his breath as Kairi gasped and climbed into the ship.

Perfect.

Juuuuust perfect.


	3. An Aquaward Situation

"So, uh, Sora?" Kairi asked anxiously. Sora looked up from the steering wheel. They had just input the coordinates to a world called "Forest of the Stag". It was a lush peaceful world apparently inhabited by forest animals.

"What's up?" Sora said. Kairi scratched her head.

"What were you gonna tell me before?" Kairi asked. Sora blushed and bit his tongue. He had lost his nerve.

"Oh, um... do you, uh, want… some cheese puffs?" He said. He pulled a bag of cheese puffs out of his big red pocket. Kairi frowned and looked down at the ground. Sora closed his eyes and rubbed his forehead. He felt like an idiot. He finally had plucked up the courage to ask Kairi out and then chickened out. He got so frustrated he punched the glove compartment.

"WAK!"

The noise came from the glove compartment. Sora and Kairi stared at it for a second. Sora frowned.

"Kairi, I think there's a duck in here." Sora said. Kairi frowned in disgust. She plugged her nose and began to wave the air next to her.

"Ugh, Sora!" She yelled. Sora rolled his eyes and opened the glove compartment as a familiar white duck in a blue uniform fell out.

"No, I mean an actual Duck." Sora said. Donald looked up from the ground and nervously smiled. "Donald, what are you doing here?" Sora said. Donald sighed and stood up. He looked at Kairi, then at Sora.

"I had to help you on this quest. I couldn't let you do this alone, Sora." Donald said, with his barely recognizable speech.

"I'm not alone." Sora said. "I have Kairi with me. Plus, King Mickey told you not to come with me. What's he gonna say when he finds out?"

"He won't." Donald said. "Because I was never here." Donald winked. Sora knelt down next to the duck and put his hand on Donald's shoulder.

"Donald…" He started. "I appreciate you coming, I really do, but…" he looked over at Kairi. "Kairi and I need to do this alone. The prophecy mentions seven guardians of light. We need to do anything we can to become Keyblade masters."

"But don't we already have seven? You, Riku, King Mickey, Terra, Aqua, Lea…" Donald said. Sora bowed his head at the mention of Lea. Donald closed his mouth and looked down. "Oh, right." He said.

The mention of the red-hot Keyblader sent Sora into a flashback, one he had been trying to forget…

Master Yen Sid had called Sora and Lea to his office at the Mysterious tower. As they sat together alone in the Gummi ship, it was extremely awkward. Sora and Lea hadn't exactly had good history.

And by not good, I mean that Lea, in the form of his nobody Axel, tried to murder Sora and turn him into a Heartless so that he could get his best friend Roxas, who he may or may not have had "more than just friends" kind of feeling for, back.

Axel had redeemed himself by sacrificing his life to save Sora. When Axel was destroyed, Lea was reborn. After this, Lea had traveled to Yen Sid to learn how to weild a Keyblade. He succeeded after many months of training, but still was not very familiar with it.

As Lea and Sora sat there, they stared off into space… literally, as there were traveling to another world. Lea was the first one to try and make conversation.

"So… you seen that video about that fox?" Lea said. Sora stared at him and blinked. Lea rubbed the back of his head.

"Who hasn't? Most popular video of the year. Now if you'll excuse me, I'm trying to drive." Sora said. Lea looked out his side of the window. Lea had no idea what Sora liked to talk about. All he knew was that Roxas was a weirdly big fan of Jesse McCartney. Since they were the same person, they had to like the same stuff right?

"You like Jesse McCartney?" Lea asked. Sora looked at Lea and raised an eyebrow.

"Not even a little. I mean sure, his music's decent, but he shouldn't be voicing video game characters." Sora said. Lea bit his lip.

"Well, at least he's not as bad as Haley Joel Osment, am I right?" Lea said. He nudged Sora and laughed. Sora's eyes widened and he stared at Lea, full of rage. Lea gulped.

"How can you not like Haley Joes Osment? He's an amazing actor!" Sora said. Lea shrugged.

"I don't know. I mean, he was only in like one movie. The only thing he's good at is seeing dead people." Lea said.

"Uh, not true!" Sora said. "He plays lots of animated characters, too. Plus, he was Forrest Gump's son. Was Jesse McCartney Tom Hank's son? No. I don't think so."

Lea looked out his window and was silent for the rest of the ride. They finally arrived at the Mysterious Tower, where Yen Sid was waiting for them. Standing next to him was Riku, Mickey, Donald, Goofy, and (surprisingly) Kairi.

Sora and Lea exited the ship and joined the rest of the crowd. Kairi smiled upon seeing Sora. "Hey Sora." She said, smiling. She saw Lea and her smile faded a bit. "Axel." She said coldly. Lea frowned.

"It's Lea." Lea said angrily. "I thought you would've got it memorized by now." Kairi turned her head away from him and walked up the stairs of the tower, Sora following behind her. Lea sighed and climbed up the stairs.

Once everyone was gathered, Yen Sid spoke: "I have gathered you all here for a special mission. It is extremely important, and I will tolerate no failure". Everyone sat in anticipation, waiting for the news. Yen Sid closed his eyes, exhaled and said, "I believe we have located Master Aqua."

At this news everyone gasped. Keyblade Master Aqua had been missing for over ten years now, and she had suddenly been located. Master Aqua had sacrificed her own heart to save her friend Terra and (presumably) destroy Xehanort. However, her heart was still out there somewhere.

"So where is she?" Goofy asked. Yen Sid closed his eyes yet again. With less calm than was usual in his voice, he told them the location.

"We believe that Master Aqua is trapped inside of the Realm of Darkness." Yen Sid said. Sora gulped.

"But…" Riku said. "Sora and I were in the Realm of Darkness after we defeated Xemnas. How could we not have seen her?"

"Ah, my dear Riku." Yen Sid said. "You did not see her, but she indeed saw you. She managed to gather all the strength she had regained over the years to send you back home. She is the reason the door to light came to you."

"But, why didn't she come with us?" Sora sked. Yen Sid sighed.

"She was able to reveal the door to light because of her ties with Kairi's heart, and Kairi's heart with yours. The strength of her heart, and her desire to be reunited with Terra and Ventus, was able to create enough energy to summon a small portion of Kingdom Hearts itself: The door to light. Alas, this left her weak and frail, unable to move or speak." He said. Everyone let that sink in.

"Right now, she's in terrible danger." Mickey said. "In her weakened form, the heartless could easily overtake her. We have to rescue her at all costs." Sora stood up and summoned his Keyblade.

"So, what are we waiting for?! Let's go!" he yelled. Yen Sid raised his hand, motioning for him to wait. He pulled a charm out of his cloak and gave it to Kairi.

"Kairi, since you are a princess of light, the heartless will be strongly attracted to your presence. This necklace will hide your aura from them. It will also enhance your strength in a dire situation." Yen Sid said. Kairi smiled and nodded in thanks.

"While in the realm of darkness, you may see illusions. Dark illusions that will attempt to lure you to the dark side, caused by the heartless. Be on your guard." Everyone saluted, and with a confident "Yes, Master Yen Sid!" headed off on their perilous rescue mission.


	4. Burn baby!

_Author's note: Phew! Took me a month to write this chapter. Writer's block, combined with studying for tests, lead to this delay. But trust me, it's worth the wait!_

_Or maybe it sucks. I don't know, it's your opinion._

_Enjoy!_

Sora and Riku walked to the edge of the cliff that the Mysterious tower was perched on. Sora summoned his _Kingdom Key _and Riku summoned his _Way to the Dawn_. They pointed their Keyblades into the horizon as a large keyhole opened up. Sora looked at the rest of the group.

"All right, does everyone know how to dive?" Sora asked. Only Mickey raised his hand. Everyone else was clueless. Sora slapped himself on the forehead. He was an idiot. He needed to dive to the previously destroyed End of the World, as it was the only way to get to the realm of darkness. He had, however, forgotten to take into account that only Sora, Riku, and Mickey knew how to dive to the sleeping worlds.

"Why don't we all just hold hands?" Lea suggested. Everyone looked at him and raised an eyebrow. Lea blushed. "Not like that. I mean if Sora and Riku hold everyone's hands, we won't get separated by not knowing how to dive." Sora looked at Riku, who shrugged.

"Why not?" Riku said. Sora nodded. Soon everyone was in front of the keyhole, awkwardly holding hands. "Ready…" Riku said. He pointed his Keyblade at the keyhole and they all dove in head first. For the first couple seconds everyone was holding hands, but they soon let go after they saw how fun it was. They were floating around, cheering and laughing.

"Gee, I forgot how fun this was." Mickey said as he did a barrel roll downwards. Donald and Goofy were still having a bit of trouble, bumping into each other many times. Goofy accidently kicked Donald in the beak. Donald flew backwards.

"HEY! WATCH WHERE YOU'RE GOING!" Donald yelled. Goofy laughed stupidly.

"A-hyuk! Sorry, Donald." Goofy said. Donald growled and shot a weak thunder spell at him. Goofy dodged it and it disappeared with an unusual "thunk" sound. Donald raised an eyebrow at the weird noise. His confusion quickly turned into fear as he saw he had hit a giant dream eater that resembled a wasp, and it was coming straight for him.

Sora hear the sound and quickly turned around. He gasped. "Buzzerfly!" he yelled. He summoned his Keyblade, and Riku, Mickey, and Lea followed his example. Mickey stared at his Keyblade, slightly surprised at the form it was in. It was in it's _Star _Seeker form, when he could've sworn he had the _Kingdom Key _D chain attached to it. However, he couldn't worry about it now. Kairi shot a few blast of light from her palms, but this didn't affect the Dream Eaters. They feasted on light, and the blasts would only make them stronger.

(_Author's note: Kairi was able to use her Keyblade in the Castle that Never Was because she was tied to Aqua's heart. When Aqua was left weak and crippled, Kairi lost her ability to weild the Keyblade. She later discovered that, being a Princess_ _of heart, she had control over the light and manipulate it to defend herself.)_

"Oh no!" Kairi yelled as one of the dream eater's minions flew straight at her. She kicked it away and it went flying… straight at Lea's face.

Oops.

Lea turned around quickly to be met by a dream eater's stinger in his forehead. He screamed in agony and batted away the dream eater. He pointed his Keyblade at Buzzerfly and shot a Firaga spell at it, knocking it back a couple feet. Sora lunged at the creature, stabbing his Keyblade into its stomach. Riku shot at the dream eater with a dark aura attack. Mickey hopped onto Goofy's shield while Donald hit the shield with and electric attack to make it spin faster. As Mickey spun towards the Buzzerfly on Goofy's shield, he stuck out his Keyblade and impaled the creature through the forehead.

The Buzzerfly wailed in agony as it melted away into darkness. Just then, the heroes landed on what looked like a beach. Lea looked at Kairi angrily and drew his Keyblade.

"You think it's funny attacking me like that?!" Lea yelled. Kairi gasped. She looked insulted.

"I didn't attack you!" Kairi yelled. "The dream eater did!"

"Like hell it did!" Lea yelled. "You launched it right at me! I thought I had earned your guys' trust!" At this, Kairi laughed.

"Why would I trust you? Because you've got a Keyblade now? That doesn't change the fact that you kidnapped me, stole my memories, and tried to kill Sora!" Kairi yelled. At this Lea got into his fighting stance.

"ALLRIGHT, YOU KNOW WHAT?!" Lea started.

"HEY!" Sora yelled. He stepped in between the two fuming warriors to break up the fight. He addressed Lea first. "Kairi wouldn't attack someone on her own team, Lea. It's not like her." He then turned to Kairi. "And Kairi, Lea has changed. He only did what he did to try to get his best friend back. If it were me or Riku, I know you would've done the same thing." Kairi bowed her head in shame. "All those things he did, that was Axel. Now he is Lea."

"Um, fellas?" King Mickey said. Sora, Kairi, and Lea looked at him. Mickey was pointing behind them. They turned around and were surprised to see that they were back at the Destiny Islands. They were supposed to be at the End of the World.

"What's the big idea?" Donald asked.

"Yeah, we're supposed to be at the Heartless world." Goofy said. Riku had his eyes closed. He opened them in alarm and gasped.

"GET DOWN!" He yelled. An explosion came from the location to the secret place and everyone hit the dirt… err… sand. Sora looked up from his place on the ground to see three familiar people. A small duck with a blue uniform and a staff, a tall dog with armor and a shield, and a young boy with spiky hair and a Key-shaped weapon. Standing in front of them was a tall, dark skinned man with a shadow guardian.

"You have so very much to learn." The man said. "One who knows nothing, can understand nothing." The boy lunged at the man with his Keyblade. The man caught the Keyblade by the blade and threw the boy aside. The boy stood up with some difficulty.

"What have you done with Riku?" He yelled. The man just laughed and snapped his fingers, sending his shadow guardian after the boy.

"Every light must fade!" Ansem yelled. "Every heart must return to darkness!" Sora and the others watched this in amazement.

"That's me." Sora said quietly. He watched in awe as he saw himself and his two companions battle the fearsome Ansem. Goofy smiled and chuckled.

"Gawrsh that sure was a long time ago." He said. Sora frowned and watched himself getting pummeled. As he watched, he realized something. Looking back on it, he realized he relied on Donald to heal him a lot. He was supposed to be the Keyblade master, savior of the universe, and whatever.

He watched himself fight with a very awkward style, often doing awkward spins, jumps, and swings. Maybe he really wasn't worthy to weild the Keyblade. If Ven's hearts had never merged with his, then maybe Riku and Kairi would've been trying to save _him _two years ago. Sora felt a hand on his shoulder. He turned around to see Mickey smiling at him.

"You sure fought bravely, Sora." Mickey said. Sora smiled at the praise.

"Yeah." Lea said. "Right now, I think Axel is talking to zombie Roxas." Sora raised an eyebrow. Lea shook his head as if to say "never mind."

Another explosion came from the island, rocking the group. Suddenly, they found themselves falling through the ground into darkness. Sora calmly closed his eyes and began to float up. Everyone followed his example, except for Lea, who had no idea what was going on.

Sora grabbed Lea's hand and had to hold him to keep him from falling. The way Lea was holding on to Sora was somewhat awkward, and looked wrong. Sora cleared his throat.

"Is everyone ok?" He yelled. When he had a sure "yes" from everyone, he floated out of sight from the climactic battle, as not to disturb the events of the past. He smiled as he watched himself and his comrades battle the giant Ansem. When Ansem was destroyed, Sora watched his past self being separated from Kairi's past self.

"That really was sad." Kairi said. Sora turned around to face her. She was frowning and had watery eyes. Sora nodded and watched the scene.

"Yeah." He said. "Knowing I was being separated from you again, was the most horrible thing I'd ever experienced." Kairi looked at him and smiled.

"Hey, at least we're together now, right?" She said. Sora watched her smile as she brushed her beautiful red hair out of her face. Sora laughed.

"Yeah. We're together." He said. Kairi stared intently at Sora, admiring how handsome he looked. Sora was giving her the same exact look, a look of lust and unconditional love for the other. Kairi began to move closer to Sora, and Sora leaned his head to the right. Their lips inched closer and closer together, until…

"Uh, guys?" Riku said. Sora and Kairi suddenly snapped back into reality and saw the entire group giggling and pointing at them. They immediately blushed and turned away from each other. Suddenly, they saw the door to darkness about to be closed.

"Come on." Sora said. The rest of the group flew stealthily over to the door. They rushed in just as it was about to be locked. They had entered the realm of darkness. Everything was quiet. Sora looked around. He could just barely see his friends, illuminated by the faint light shining off of their Keyblades. Sora felt a hand on his shoulder, and turned around to see Riku.

"Well, here we are again." Riku said. "But on purpose this time." Sora smiled and began to explore. Riku lead the team, as he had previously trapped in the realm of darkness for quite some time. As they were walking, Lea walked beside Sora. After a while, he spoke.

"Hey, Uh, thanks for… you know, sticking up for me back there." Lea said. Sora was slightly surprised by his comment. Sora shrugged. He looked at Lea and smiled.

"That's what friends are for, right?" Sora said. Lea smiled and continued walking. As he walked, he began to feel light headed. He rubbed his head, as he was getting a severe migraine. Riku noticed Lea was falling behind.

"Keep walking. We can't afford to make any stops or detours." He said. He wasn't paying attention to where he was walking and he bumped into something. He looked up with wide eyes to realize he had bumped into a Large Body heartless. The team gasped and drew their weapons. More heartless of all different species began to spawn from the ground. Shadows, soldiers, pirates, power wilds, wyverns, defenders, neo shadows, and black fungi began to attack the group.

"Finally." Lea said. "I get to burn some stuff." He said. He lunged at a wyvern heartless, slicing it down the middle. The wyvern fell and crashed into a defender. A power wild jumped at Kairi, only for her to knock it back with a beam of light. She shot a beam at a defender, who managed to deflect it back at her. It was about to hit her when Sora stepped in front of her and blocked it with his Keyblade.

"Thanks." Kairi said. Sora turned and gave his signature grin.

"No problem. He turned back to the heartless and shot some thundaga spells at a group of pirates, paralyzing them. Riku leapt at the stunned enemies and hit them with a dark aura attack, knocking them backwards into a group of shadows, killing them. Mickey threw his Keyblade at a large body, strike raid style.

The large body was knocked back. It began filled with rage and started to turn purple. It stomped the ground and then charged at the small king. Mickey raised his Keyblade just in time to parry the heartless' attack. He then sliced its back while it was stunned. Goofy was sliding around on his shield, knocking out soldiers and shadows at a great rate. He stopped and kicked up his shield like a skate board. He chuckled. He then got punched in a face by a large body.

Donald was continuously striking enemies with thunder spells. "I got it!" he yelled. A shadow heartless went down. "I got it!" a wyvern was paralyzed. "I got it! I got it! I got it!"

"You don't have to say that _every _time you shoot a thunder spell, you know!" Riku said as he dueled with a bandit heartless. Donald shrugged and continued striking heartless with his magic.

The group continued fighting for several minutes, and were on the verge of collapse. Sora struggled to fight a stealth sneak heartless, and was blocking its sharp teeth with his Keyblade. "Must… keep… fighting." He said as he struggled with the heartless' grip. Eventually, he collapsed on the ground. He looked up to see the stealth sneak raise his claw for the kill. Sora closed his eyes knowing this was the end…

"Look out!" someone yelled. Sora looked up to see the stealth sneak being sliced in half by a familiar looking figure. All of the heartless fled when they saw this figure. The figure was wearing a black cloak, the signature fashion statement of Organization XIII. The figure was holding a Keyblade. A Keyblade identical to Aqua's "Rainfall". Mickey gasped.

"Master Aqua?" he asked. The figure turned around and lifted her hood. She looked similar to Kairi, but older and with green hair and matching green eyes. This was not Aqua.

"My name is Qauax. _(Author's note: pronounced "Kyoo-ahcks")_ I know not of this Aqua you speak of." The figure said. Mickey looked disappointed.

"Well…" Mickey said. "Thank you for saving us." The girl known as Qauax began to walk away.

"Where are you going?" Kairi asked. Qauax stopped and turned to face her.

"I am needed elsewhere. Good day." She said. Kairi put her hand on Qauax's shoulder and turned her around.

"Wait. You have a Keyblade." Kairi pointed to the Keyblade. Qauax looked at it and then back to Kairi.

"What of it?" She asked. Kairi shook her head.

"Don't you want to get out of here?" Kairi asked. Qauax seemed slightly taken aback by this comment.

"Why would I want to leave?" she said. "This is my birth place. I only live to serve my master here."

"What master?" Donald asked. Qauax turned to Donald and frowned.

"I was not speaking to you, feathered one." She said. Donald frowned.

"Why I ought to…" Sora put a hand on Donald's shoulder, telling him to calm down.

"My master is the leader of this realm. She is the sole reason I exist." Qauax said.

"Can you take us to her?" Kairi asked. Qauax turned around and gestured for them to follow her. The heroes nervously followed this strange woman, fearing what they could be up against.

The team followed Qauax through the realm of darkness. As they followed, Sora whispered to Kairi, "Do you really think we can trust her?" at this Kairi shrugged.

"I can hear you." Qauax said. Sora flinched. "Fear not. I will not harm you unless my master commands me otherwise." They walked in silence. Sora looked to his left to see Lea holding his arm and wincing in pain.

"You okay, man?" he asked. Lea nodded.

"Yeah, I'm fine." He said. Sora wasn't so sure. Nonetheless, he kept walking.

"We're here." Qauax said. They arrived at a large door with a heartless insignia. It radiated with a dark aura, making the group uneasy. Qauax pointed her Keyblade at the door. A beam of darkness shot out of it, straight into the door's keyhole. The door slowly opened. Upon seeing what was inside, the group was horrified. All except for Qauax, who bowed in respect.

Inside the room was a large, blue dark side heartless. It was holding a large black replica of the Kingdom Key. In the large heart shaped hole in its body stood a woman with blue hair. Her eyes were closed and her arms and legs were fused with the dark side heartless.

"Aqua!" Kairi yelled. Master Aqua, now a heartless, smiled. A voice rang through the hall.

"Aqua has been gone for a long time." The voice said. Kairi frowned.

"You're Aqua's heartless, aren't you?" she said. The heartless smiled.

"I am darkness." Aqua's voice rang through the room. "Born from within that foolish girl's heart. She refused to utilize her full potential, so the heartless disposed of her. I suppose you could call me the new and improved Aqua. Stronger…" The heartless punched a hole in the side of the cave. "Faster…" The heartless knocked a majority of the group aside before they could react. The only ones that endure her hit were Kairi and Lea. "DARKER!" the heartless yelled.

As Sora, Riku, Donald, Goofy, and Mickey ran to the cave, their path was blocked by an invisible force field, leaving Lea and Kairi alone in the cave with Qauax and Aqua's heartless. Sora pounded on the force, trying to get through.

"KAIRI!" He screamed. He summoned his Keyblade and struck the force field, only to be knocked back by its magic. Sora stood up and began to charge at the force field again, when Mickey put a hand on his shoulder.

. "Kairi and Lea can handle themselves." He said. "They'll be fine." Sora wasn't so sure. Kairi didn't have a Keyblade and Lea was looking worse than before, clutching his side and barely standing. Sora knew they were toast if they didn't find a way to get in there.

"Qauax, dispose of them." Qauax rushed at Kairi with blazing speed. As she was about to hit her, Kairi raised her hands. Qauax's attack was parried by a new object in Kairi's hands. A Keyblade.

"Impossible!" Aqua's heartless said. Kairi stared at the Keyblade in her hands. She smiled.

"Welcome back." She said. She lunged at Qauax, who blocked her attack and countered with a blow to the head. Kairi ducked and hit Qauax in the stomach, sending her backwards into the wall. Kairi was about to lunge at Qauax to finish her off, when Lea stopped her.

"Wait. Remember what Qauax said earlier? Aqua's the reason she exists." Lea said. Kairi gasped. Wait a minute… Qauax. Get rid of the "x"… that's Qaua. A in front of the Q… that's Aqau. Switch the A and the Q…

"Qauax is Aqua's nobody." Kairi said. "So we have to take out the heartless first to get her back." Qauax stood up and wiped a bit of blood from her mouth. She spit at the ground and raised her Keyblade.

"That'll happen when hell freezes over!" Qauax screamed. She lunged, not at Kairi, but at the limp and cold Lea. She knocked him into the cave wall. Lea fell from the dent that he had made from his crash. He wasn't moving.

"LEA!" Kairi yelled. Her eyes filled with rage and she charged at Qauax. Qauax blocked her strike and kicked Kairi in the stomach, sending her backwards. Kairi stood up and threw her Keyblade at Qauax. Qauax ducked as the Keyblade flew over her, matrix style. She then charged at Kairi with a quick blitz attack. Without her Keyblade, Kairi was knocked down a second time. Kairi looked up at the looming figure of Qauax, who raised her Keyblade to strike Kairi.

"Pity." She said. "I would've figured a fellow Keyblader would've been more of a challenge. She raised her Keyblade and swung directly at Kairi's head. Sora pounded on the invisible force field, screaming Kairi's name. Qauax brought the Keyblade down and impaled the Keyblader…

But not the Keyblader she had intended to hit. Lea stood in front of Kairi with Qauax's Keyblade sticking through his chest. Qauax gasped and backed away slightly. Lea stared at the object at his chest, his face as white as a ghost. He turned around to look at Kairi.

"You're… welcome." Lea said. He fell forwards right at Qauax's feet. She smiled and picked up her weapon. She wiped it off and pointed it at Kairi.

"Well, now that that's out of the way…" she started. Kairi got up and lunged at Qauax, screaming at the top of her lungs. She punched Qauax right in the nose, stunning her. She then kicked Qauax in the chin, sending her flying backwards. Qauax got up from her position on the ground and wiped her mouth. Kairi held out her hand and summoned her Keyblade. She lunged at Qauax and stabbed her arm. Qauax. Grabbed her wound with her left hand and used her right to send a Firaga spell at Kairi, who dodged it skillfully.

"Enough!" Aqua's heartless yelled. It stepped in front of Kairi, blocking her from getting to Qauax. "It's obvious you are too much for Qauax to handle. Therefore, I will defeat you myself. I can't risk losing my assistant." Aqua's heartless held out its giant blue hand, in which a dark replica of the Kingdom Key appeared.

Kairi stood before the giant creature, facing it without fear. She held out her right hand, and her _Destiny's Embrace_ Keyblade appeared. "I won't let Lea's sacrifice be in vain." Kairi said. She held out her left hand and Lea's Keyblade appeared in her hands. Aqua's heartless gasped. "I'll use him to make me stronger!" A circle of flames began to surround Kairi.

Kairi pointed both of her Keyblades at Aqua's heartless. The circle of flames around Kairi bean to grow bigger and bigger. "BURN!" she yelled as several huge bursts of flames shot right at the Heartless, knocking it back. The heartless raised its Keyblade and brought it down upon Kairi who used her two Keyblades to block it. She took her _Destiny's Embrace_ and used it to pull-vault over the heartless' hand. While in the air, she used the other Keyblade to stab into the heartless' forehead.

The heartless screamed with pain as Kairi managed to hold on to its head. She took her two Keyblades and raised them over the heartless head. "Come here! I'll make it all stop!" Kairi yelled as she stabbed both weapons into the creature's head. The heartless fell to its knees upon being hit. Kairi slid off of the heartless' head and took this opportunity to counter with a few blows to the Heartless' knees. The heartless stood up and knocked Kairi away with its Keyblade.

Kairi landed on the floor. She stood up, unharmed and gave a slight grin. "Not bad, Aqua." She said. The heartless stabbed its Keyblade into the ground, right in front of Kairi. From the crater made by the Keyblade emerged ten shadow heartless. Kairi slashed through each of them, showing immense skill with each strike. Kairi ran at the Heartless and jumped at its left hand, slicing it clean off

The heartless clutched the nub where its hand used to be and wailed in agony. Kairi climbed up the Heartless' arm until she was at the throat. She hit the Heartless' throat a few times, causing it to make a slight choking sound. Kairi could see that the heartless was struggling to keep fighting. She raised both of her Keyblades and stabbed it in the throat. Darkness began to spew from the wound, and the beast fell to its knees.

The heartless struggled to get to its feet. It knew it was defeated. Kairi pointed her Keyblades at Aqua's heartless. "You're done. Just accept your fate, and I'll make this quick." Kairi said. Aqua's heartless summoned its giant black Keyblade.

"You may have defeated me… but you'll never win!" It shouted. It turned to where Qauax was laying down. It smiled evilly as it impaled Qauax with its giant Keyblade. Qauax gasped in pain, and then closed her eyes as she melted away into darkness. Kairi gasped.

"No!" she yelled as she watched Qauax fade away. Aqua's heartless laughed maniacally.

"Now your precious Aqua is gone forever!" the heartless yelled. It laughed maniacally as it summoned hundreds of shadow heartless to attack Kairi. Kairi raised her Keyblades in defense, prepared to strike.

"You haven't won yet." Someone said. Kairi gasped. The lifeless body of Aqua opened her eyes and was talking. Aqua's heartless looked at the hole in its chest.

"But… how?!" The heartless yelled. Aqua smiled.

"You may have forgotten, but my heart is tied with that girl's." she said as she nodded her head towards Kairi. "As long as she's still around, my heart is never truly gone. That's why I'm still conscious inside your body. And now that Qauax is gone, I'm already half way restored." Aqua's heartless gasped.

"N- No! This can't be happening!" the heartless yelled. Aqua struggled with her hand. She managed to free it from the heartless' side, causing it to wail in pain. Aqua's _Rainfall_ Keyblade appeared in her free hand. She casted a thundaga spell which instantly incinerated the heartless around Kairi. Kairi pointed both of her Keyblades at the heartless.

"NO! YOU CAN NEVER DEFEAT ME! I AM DARKNESS!" Aqua's heartless yelled. Kairi's Keyblades began to charge two firaza attacks.

"Shut up." Kairi said. The two extra powerful spells shot from her Keyblade. They hit the heartless, causing it to burst into flames. It screamed I agony as it slowly melted away into darkness. When the heartless disappeared, a figure clad in blue armor stood in its place. It turned around to face Kairi.

"It's good to be back." Aqua said. Kairi smiled. She then gasped and turned to where Lea was lying. She rushed over to him, with Aqua following close behind. The force field disappeared, and the rest of the group rushed into the cave to check on Lea.

Lea was laying on his back, holding the wound in his chest. Sora knelt next to him. "Lea…" Sora said. Sora touched the spot where Lea had been impaled. He lifted his hand to find it covered in blood. Sora gasped.

"Curaga!" Donald yelled as he held out his staff in front of Lea's wound. However, the injuries were too serious for the spell to have any affect.

Lea looked at Kairi and smiled. "Do you guys… trust me now?" he said. Kairi had tears in her eyes. She sniffled and nodded her head. Lea smiled. "Good. I guess I should've told someone when I got gassed by that black fungus." Lea said. Black fungus gas causes damage over time, which left Lea weak and easily defeated.

"Now…" Lea said. Will you grant me my final request?"

"Anything." Mickey said. Lea smiled.

"Kick Xehanort's butt. Got it memorized?" Lea said. Mickey nodded his head. Lea grinned his signature grin one last time. His smile faded away as his head slowly dropped to the ground. Riku bowed his head sadly. Kairi gasped and began crying into Sora's shoulder. A tear came from Sora's eye as he held Kairi. Donald and Goofy were on the verge of sobbing. Mickey closed his eyes and sighed. Aqua was leaning against the wall with her arms crossed, trying not to show any emotion.

Aqua walked over to Lea's lifeless body. She knelt down next to him and closed his eyes. "Your sacrifice will not have been in vain." Aqua said. She stood and turned to face the others. "We must defeat Xehanort at all costs." Everyone stood up and nodded. Aqua stuck out her Keyblade. "For Lea."

Everyone followed her example and put their weapons together. "For Lea!" they said. They headed out of the cave and onto the shore of the beach, preparing to dive back to the Mysterious Tower. Sora took one last look at Lea.

_Axel… we're friends forever, right?_

_ Yeah… It's a promise._

Sora heard these two voices as he looked at Lea, and immediately knew they were the voices of Axel and Roxas. Knowing that they were never truly separated gave Sora a bit of comfort. He pointed his Keyblade at the horizon as the Keyhole opened.

"You were right about him, you know." Kairi said. Sora looked at Kairi, who was still crying. "He was a good man." Sora nodded.

"Yeah…" he said. "A great man." The keyhole opened and the grouped dived in headed back to tell master Yen Sid the good news… and the bad news.

_Author's note: In case you didn't notice, I used some of Axel's battle cries from KH II while Kairi was fighting Aqua's heartless. I promise the next chapter won't take this long. I'm doing a Disney world next, so let me know which one you want to see first: Bambi, Dumbo, or Chicken Little? Well, see you next time!_


End file.
